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#3427 - Ipo Timetable Chart - Public Companies and Equity Finance

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IPO Timetable

Time Details
24-52 weeks before impact day

Pre-IPO preparation

  • Company chooses advisers

    • LR 8.1.1 if premium listed then appoint sponsor

  • Company considers its suitability for an IPO and the most appropriate method of listing its shares

  • Company effects any necessary restructuring

  • Company takes decision to proceed with IPO

12-24 weeks before impact day

The IPO process begins

  • Company appoints advisers and meets sponsor (if premium listed)

  • Sponsor drafts and advisers agree a timetable

  • Sponsor informs FSA about intended IPO

  • First marketing meetings with sponsor and broker

  • Initial planning meetings with advisers take place

  • Legal and financial due diligence begins

    • Business due diligence into the commercial aspects of the company

    • Financial due diligence carried out by the reporting accountants

    • Legal due diligence

      • Corporate – structure & constitution of the company

      • Business & trading – including requests for all material agreements

      • Assets

      • Property

      • Environmental matters

      • Insurance

      • Basic financial information

      • IP and information technology

      • Employees

      • Pensions

      • Disputes

      • Any market-specific regulatory issues

6-12 weeks before impact day

The process gathers momentum

  • Key managers of the company work full-time on IPO

  • Accountants produce long-form and draft short-form report

  • Lawyers produce draft prospectus and begin the verification process

  • Initial drafting meeting with advisers

  • Sponsor submits draft documentation relating to the approval of the prospectus to the FSA

  • Pay FSA fee for approval of the prospectus

  • Sponsor & company have first meeting with the Stock Exchange

  • Initial pricing meetings with sponsor, broker and any underwriters and sub-underwriters

  • Valuation of any key assets

  • Meetings with Financial PR consultants

2-6 weeks before impact day

The process becomes intense

  • Detailed drafting meetings, incorporating FSA’s comments

  • Lawyers complete verification

  • Publish any pathfinder prospectus

  • Accountants and sponsors review cash-flow statements and any profit forecasts

  • Convene completion GM of company

  • Further PR meetings

  • Ensure any ancillary documentation is prepared

  • First meeting with registrars

  • Deadline for submitting draft prospectus to the FSA is 20 days before impact day

    • 87C FSMA – FSA must notify company whether it has decided to approve prospectus before the end of the period of 20 working days beginning on the date which the application is received

    • Once approved it must be filed with FSA under PR 3.2.1R

  • ADS 2.1 Submit draft prospectus to LSE 10 working days before impact day

  • LR 3.3.2R Submission to FSA application for Admission of Securities to official list

  • ADS 2.4 Submission to LSE of Form 1 in final form

Week before impact day

Preparation peaks

  • Completion GM held

    • If the IPO involves an offer of shares by way of subscription then may need to grant authority to allot under s.551 CA 2006 & disapply pre-emption rights under 561

    • Reorganising share capital

    • Adopting new articles of association

    • Re-registration as a public company

  • Directors’ marketing roadshows

The day before impact day

All documentation must be signed off

  • Verification meeting – actually part of the due diligence process

    • Process which produces a written record so that the company can support what it has said in the prospectus

    • Purpose is to protect those who have responsibility for the prospectus from legal liability arising out of its publication

  • Completion board meeting

    • Approve the terms of the prospectus

    • Approve the terms of any ancillary documentation

    • Proceed with IPO and in particular the application for admission to listing & trading

  • Underwriting agreement signed and held in escrow

  • Any other agreements signed and held in escrow

  • Submit final version of prospectus to FSA

  • Pricing meeting to agree offer price

IMPACT DAY

IPO announced

  • FSA approves prospectus

    • 87A FSMA may not approve prospectus unless satisfied that UK is home State of issuer, prospectus contains necessary information & all other requirements met

  • Offer price is made public

  • Bulk print prospectus

  • Advertise prospectus

    • PR 3.2.3R Company must publish prospectus at least 6 working days before the end of the offer period

    • Publish – PR 3.2.4R

      • Insert into one or more newspapers widely circulated in the UK

      • Make it available to the public, in printed form, free of charge, at the offices of the Stock Exchange or the company’s registered office and at the office of any intermediary placing or selling the shares

      • Make it available in electronic form on the company’s website and on the website of any intermediary placing or selling the shares

      • Make it available in electronic form on the Stock Exchange Website

    • If company chooses to publish in electronic form, any investor is entitled to demand a free hard copy under PR 3.2.6R

  • Release underwriting agreement from escrow

Week after impact day

Attend to formalities

  • Continue to publish prospectus and advertise the IPO

  • Directors’ roadshow continue

  • Submit ’48 hour’ documents to FSA and the ‘Two day’ documents to SE to apply for admission to listing and to trading

  • Pay FSA admission fee

Day of admission hearings

  • Submit on the day documents to FSA

  • FSA hears application for admission to listing

    • LR 2.1.3G & 75(5) FSMA FSA can refuse admission to listing if it considers that admission would be detrimental to investors’ interests

  • The Stock Exchange hears application for admission to trading

    • ADS 1.5(a) SE can refuse...

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